Version 1.0 · Effective 01.11.2026
APPLICATION
These Flow-Down Terms are imposed on the Partner by the Service Provider and are incorporated into, and form an integral part of, each Client Agreement. They are binding on each Partner’s Client and, where a Partner’s Client makes the Services available to its own clients, that Partner’s Client shall ensure that those clients are bound by them and remains responsible and liable for their compliance.
Capitalised terms used in these Flow-Down Terms have the meanings given in Part A. Part B reproduces the Flow-Down Terms as set out in the Partner’s agreement with the Service Provider, without amendment.
PART A — DEFINITIONS
Agreement means the agreement entered into by the Partner and the Service Provider, as amended and supplemented from time to time.
Partner means Identity System Operations Ltd, 167-169, Great Portland Street, 5th Floor, London, W1W 5PF, UNITED KINGDOM.
Service Provider means the Partner's counterparty under the Agreement, including its successors and permitted assigns.
Services means the Service Provider’s solutions for client due diligence, fraud prevention, and risk management, as may be described in more detail in the Specification.
Specification means the description of the Services forming part of the Agreement, the relevant extract of which is made available to the Partner's Client under the Client Agreement.
Partner’s Client(s) means the counterparties, being legal entities purchasing products or services directly from the Partner, to which the Partner promotes, markets, resells, and otherwise redistributes the Services and access to the System.
Client Agreement means the direct agreement between the Partner and a Partner’s Client under which the Partner redistributes the Services.
Business Purpose means the lawful purposes of remote identity verification, fraud prevention, enforcement of AML/CFT laws and regulations, internal risk management and due diligence. For clarity, any usage of the System or the Services beyond or incompatible with the Business Purpose is prohibited; and, unless stated otherwise elsewhere in the Agreement, the Business Purpose does not include determining an Applicant’s eligibility for credit, insurance, employment, a government license or benefit, as well as usage of the System / Services for personal, family or household purposes.
Applicant means the end user (whether natural person or legal entity) providing documents, images, and other input data in respect of which the Service Provider performs Checks and other Services.
Check means a subcategory of the Services consisting of analysis of documents, images, and other input data submitted by a given Applicant to the Service Provider.
Confidential Information means information relating to the Service Provider, the System or the Services that is disclosed to a Partner's Client by or on behalf of the Partner or the Service Provider in connection with the Client Agreement and that is marked as confidential or, from its nature, content, or the circumstances in which it is disclosed, might reasonably be supposed to be confidential. It does not include information (i) that the Partner's Client already knew prior to the disclosure, (ii) that becomes public through no fault of the Partner's Client, (iii) that was independently developed by the Partner's Client, (iv) that was lawfully given to the Partner's Client by a third party, or (v) that is approved by the Service Provider in writing for further redistribution (solely to the extent of such approval), so long as (i)-(v) are supported with written evidence.
Intellectual Property Rights means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Report means a document generated in the Dashboard and containing summaries of the Checks (and, in certain instances, other Services) performed in respect of an Applicant and their results.
Restricted Country means any comprehensively restricted, sanctioned, or embargoed country or territory, including without limitation North Korea, Iran, Russia, Belarus, and occupied territories of Ukraine.
Service-Specific Terms means any additional terms of use, policies or other conditions applicable to a particular Service and incorporated by reference into the Specification.
System means a set of computer programs and databases that are operated by the Service Provider in order to render the Services. The System includes an interactive software tool facilitating the communication between the Service Provider and Third-Party Systems and ensuring the management and processing of requests submitted by the Partner, a Partner’s Client, or an Applicant (the “Dashboard”).
Third-Party System means any IT system (including computer programs, databases, data processing facilities, etc.) owned or operated by the Partner or a Partner’s Client that receives any data from the Service Provider in connection with the Agreement or the Client Agreement.
PART B — FLOW-DOWN TERMS
Data security
Partner’s Clients shall not permit, enable, or provide access to the System to anyone except the persons directly authorized by the respective Partner’s Client to operate its key in the Dashboard (such authorization to be communicated to the Partner in advance). Any activities carried out in the Dashboard with the use of credentials previously issued for or created by a Partner’s Client shall be attributed to the respective Partner’s Client; the Service Provider shall be in no way liable for the consequences of unauthorized third parties gaining access to such credentials through no fault of the Service Provider.
Confidentiality
Partner’s Clients shall: (i) maintain all Confidential Information regarding the Service Provider in strict and absolute secrecy and refrain from any publication, communication, or any other disclosure of such Confidential Information, in whole or in part, to any third party whatsoever; (ii) take all necessary precautions to keep such Confidential Information secure and apply the same security measures and degree of care to such Confidential Information as the Partner’s Client applies to its own confidential information; and (iii) immediately inform the Partner of any damage to or accidental loss of such Confidential Information, including transfer to or use by unauthorized persons.
Partner’s Clients shall not: (i) use the Service Provider’s Confidential Information in order to build a product or service which competes with the Services; (ii) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of such Confidential Information (as applicable) in any form or media or by any means to any individual or entity; or (iii) reverse engineer, decompile or disassemble such Confidential Information.
Partner’s Clients shall not be prevented from disclosing the Service Provider’s Confidential Information to members of personnel or professional advisors who need to know it and who have agreed in writing to confidentiality obligations no less restrictive than those contained herein. Each Partner’s Client shall ensure that any such persons: (i) use such Confidential Information only for the purposes of the respective Client Agreement; and (ii) keep such Confidential Information secret and secure.
In the event that a Partner’s Client is required pursuant to any applicable law or regulation or by legal process to disclose any Confidential Information of the Service Provider, the Partner’s Client shall (i) give the Service Provider prompt notice of such request or legal process via the Partner if permitted by law; and (ii) disclose only that portion of Confidential Information which is legally required to be disclosed and to require that all Confidential Information that is so disclosed will be accorded confidential treatment.
If so requested by the Service Provider at any time by written notice to the Partner’s Client, the Partner’s Client shall promptly: (i) destroy or return to the Service Provider all documents and materials (and any copies thereof) containing, reflecting, incorporating or based on the Confidential Information; (ii) erase all Confidential Information from its computer and communications systems, devices and other means of electronic storage; and (iii) certify in writing to the Service Provider that it has complied with the requirements of this paragraph.
Intellectual property rights
Each Partner’s Client shall acknowledge and agree that all Intellectual Property Rights in the System and the Services belong to the Service Provider or its licensors (as the case may be) and the Partner’s Client shall have no rights to or interest in the System and/or Services other than those legally sublicensed from the Partner as per the Agreement and the respective Client Agreement. The Partner’s Client undertakes, during the term of the respective Client Agreement and at any time thereafter, not to challenge the Intellectual Property Rights of the Service Provider or its licensors, nor to assist any third party directly or indirectly to do so.
Partner’s Clients are not permitted to: (i) modify, adapt, translate, process, reverse engineer, rearrange or otherwise rework or make derivative works of any elements of the System, or reproduce the results achieved from any of these acts; or (ii) combine or integrate any part or element of the System / Services with any software, technology, services, or materials except for the purposes of the respective Client Agreement; or (iii) use the System / Services in any way that misappropriates or otherwise infringes on any Intellectual Property Rights of the Service Provider or any other party.
Partner’s Clients may not remove any proprietary notices or trademarks from any part of the System / Services / any other materials as may be supplied by the Service Provider.
Partner’s Clients may not disclose the results of any benchmark testing, technical results or other performance data relating to use of the System or the Services.
Any Partner’s Client may download, view, copy and distribute Reports for the Business Purpose only and agrees that Reports may not be sold, transferred, commercially exploited or otherwise made available to, or used for the benefit of, any third party other than the respective Partner’s Client.
No reselling
Partner’s Clients are not allowed to (i) resell, sublicense, redistribute, or otherwise make the System and/or the Services (or any materials or results derived therefrom) available to any third party or (ii) knowingly permit any third party to do so without the Service Provider’s prior written consent (except for when it is obliged to do so under applicable laws or regulations or a lawful request by a competent government authority).
Acceptable use
Without prejudice to any of the foregoing, Partner’s Clients may not use the System / Services: (i) in a way that discriminates against any Applicant or causes damage or injury to any person or property or is otherwise in violation of or incompatible with any applicable law or regulation; (ii) for purposes beyond the Business Purpose; or (iii) in a way that interferes with or compromises the integrity or security thereof.
Suspension and termination of access
Partner’s Clients acknowledge and agree that the Service Provider reserves the right to temporarily suspend and/or terminate their access to the System and/or the Services with immediate effect at its own discretion without liability of any kind in such cases as may be set out in the Agreement.
Warranties and representations
Each Partner’s Client warrants and represents that: (a) it is duly incorporated, organized and validly existing under the applicable law; (b) it has good and sufficient capacity, power, authority and right to enter into, execute and deliver the respective Client Agreement, to complete the transactions contemplated thereby and to duly observe and perform the covenants and obligations contained therein; (c) all necessary corporate action has been taken by it to authorize and approve the execution and delivery of the respective Client Agreement, the completion of the transactions contemplated thereby and the observance and performance of the covenants and obligations contained therein; (d) it is not incorporated in or otherwise resident in any Restricted Country and the same is true for (i) its ultimate beneficial owners and senior executives, (ii) its affiliates, and (iii) its affiliates’ senior executives; and (e) it has received, reviewed and accepted all applicable Service-Specific Terms and shall access and use the relevant Service only in accordance therewith.
NO WARRANTY. No conditions, warranties or other terms apply to the System or any Services supplied by the Service Provider under its agreement with the Partner other than the conditions, warranties and terms expressly set forth therein. The Service Provider provides the System and any and all Services on an “as-is” basis and hereby disclaims any implied warranties whether arising under law, through course of dealing, or otherwise, (including any implied warranties of non-infringement, title, satisfactory quality, fitness for purpose, merchantability or conformance with description). In addition, the Service Provider does not warrant or enter into any other term to the effect that any technology provided in connection with its agreement with the Partner will be entirely free from defects or that its operation will be entirely error-free. The System and the Services are not intended to be used as the sole basis for any business decision (including where those business decisions concern an Applicant). The Partner’s Clients agree that the Service Provider has no liability for any inaccuracy, incompleteness or other error in the Services which arises as a result of data provided by the Partner or Partner’s Clients or any third party, including cases where the provision of a Service may be limited, suspended or discontinued due to a deficiency and/or unavailability of data submitted by an external third-party source the Service Provider may engage to provide the relevant Service.
Service-Specific Terms
Certain Services may be subject to the Service-Specific Terms. The Partner’s Client acknowledges that it has accepted the applicable Service-Specific Terms and agrees to comply with them. In the event of any conflict between the Service-Specific Terms and the respective Client Agreement, the Service-Specific Terms shall prevail solely with respect to the relevant Service.
The Partner’s Client shall not access or use any Service to which Service-Specific Terms apply unless and until it has accepted the applicable Service-Specific Terms. Any breach of the applicable Service-Specific Terms shall constitute a breach of the respective Client Agreement.
Indemnification
Any Partner’s Client shall indemnify, defend, and hold harmless the Partner (including its affiliates) against any liability, damage, loss, or expense (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon the Partner or its affiliate in connection with a breach of the respective Client Agreement by that Partner’s Client.
PART C — ACCEPTANCE OF AMENDED SERVICE-SPECIFIC TERMS
The Partner’s Client shall, and shall procure that its own clients shall, accept any amended Service-Specific Terms before continuing to access or use the relevant Service, and the Partner may suspend access to that Service until such acceptance is given.